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Contingent Purchase Agreement for Germany

Contingent Purchase Agreement Template for Germany

A comprehensive legal agreement governed by German law that establishes the terms and conditions for a purchase transaction where the obligation to complete the purchase is contingent upon specific conditions being met. The agreement details the purchase price, payment terms, and precise conditions that must be satisfied before the purchase becomes binding. It incorporates provisions from the German Civil Code (BGB) and, where applicable, the German Commercial Code (HGB), ensuring compliance with German contract law principles while providing mechanisms for condition verification, risk allocation, and transaction completion or termination procedures.

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What is a Contingent Purchase Agreement?

The Contingent Purchase Agreement is a sophisticated legal instrument used when parties wish to enter into a purchase arrangement subject to specific conditions being fulfilled. This document type is particularly relevant under German law, where it must align with the strict requirements of the German Civil Code (BGB) regarding conditional contracts and sale agreements. It is commonly used in complex commercial transactions where certain prerequisites, such as regulatory approvals, financing conditions, or performance metrics, must be met before the purchase obligation becomes binding. The agreement provides detailed mechanisms for verifying contingencies, establishes timelines for condition fulfillment, and outlines the consequences of both satisfaction and failure of conditions. Given the complexity of German commercial law and the need for precise drafting, these agreements typically require input from various stakeholders and careful consideration of both civil and commercial law implications.

What sections should be included in a Contingent Purchase Agreement?

1. Parties: Identification and details of the parties entering into the agreement

2. Background: Context of the transaction and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and rules for interpreting the agreement

4. Purchase and Sale Obligation: Core agreement to purchase and sell subject to contingencies

5. Contingencies and Conditions: Detailed description of all contingencies that must be satisfied

6. Purchase Price and Payment Terms: Structure of the purchase price and payment mechanisms

7. Timing and Closing: Timeline for satisfaction of contingencies and closing process

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Covenants: Ongoing obligations of the parties before and after closing

10. Risk and Title Transfer: When and how risk and title pass to the purchaser

11. Termination Rights: Circumstances under which either party may terminate

12. Consequences of Termination: Effects and obligations following termination

13. Notices: Process for formal communications between parties

14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

15. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.

What sections are optional to include in a Contingent Purchase Agreement?

1. Financing Arrangements: Include when seller financing or specific payment structures are involved

2. Regulatory Compliance: Include when transaction requires specific regulatory approvals

3. Tax Provisions: Include when specific tax arrangements or implications need addressing

4. Environmental Matters: Include when purchase involves real estate or environmental risks

5. Employee Matters: Include when purchase involves transfer of employees

6. Intellectual Property: Include when IP rights are part of the purchase

7. Confidentiality: Include when not covered by separate NDA

8. Post-Closing Covenants: Include when specific actions are required after closing

What schedules should be included in a Contingent Purchase Agreement?

1. Schedule 1 - Purchase Price Calculation: Detailed methodology for calculating final purchase price

2. Schedule 2 - Contingency Details: Specific metrics, triggers, and verification processes for contingencies

3. Schedule 3 - Closing Deliverables: List of all documents and items to be delivered at closing

4. Schedule 4 - Form of Notices: Template forms for key notices under the agreement

5. Schedule 5 - Timeline: Detailed timeline for satisfaction of contingencies and closing

6. Appendix A - Description of Assets: Detailed description of assets being purchased, if applicable

7. Appendix B - Required Consents: List of third-party or regulatory consents required

8. Appendix C - Disclosure Schedule: Seller's disclosures against representations and warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions













































Clauses














































Relevant Industries

Real Estate

Manufacturing

Technology

Renewable Energy

Automotive

Financial Services

Healthcare

Infrastructure

Mining

Agriculture

Retail

Construction

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Commercial

Business Development

Treasury

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Transaction Manager

Business Development Director

Investment Manager

Commercial Director

Risk Manager

Compliance Officer

Contract Manager

Mergers & Acquisitions Director

Property Director

Finance Manager

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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